Attachment Amedment Application

This document pretains to ITC-T/C-20041123-00467 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2004112300467_409170

KELLEY DRYE & WARREN uur A LIMITED LIABILITY PARTNERSHIP TYSONS CORNER neEew york. nyv 8000 TOWERS CRESCENT DRIVE FacsimiLe wAasHINGTON, DC SU'TE 1200 (703) 918—2450 CHICAGO, IL www.kelleydrya.com sTaMFORD. CT VIENNA, VIRGINIA 22182 PARSIPPANY, NJ (703) 918—2300 BRUSSELS, BELGIUM DIRECT LINE: (703) 918—2320 EMAIL: jgriffin@kelleydrye.com AFFILIATE OFFiCES JAKARTA, INDONEStA MA‘JMBAI. IND i A December 8, 2004 BY HAND AND ECFS RECEIVED Marlene H. Dortch, Secretary Federal Communications Commission DEC — 8 2004 Office of the Secretary 445 12th Street, SW Federal Communications Commission Washington, DC 20554 Office of Secretary Re: First Communications LLC Application for Consent to Transfer of Control WC Docket No. 04—422 IB File No. ITC—T/C—20041123—00467 Dear Ms. Dortch: On November 23, 2004, FirstEnergy Corp. ("FirstEnergy") and McKinley Communications, LLC ("McKinley") (collectively, the "Applicants") filed the above—captioned application for authority pursuant to Section 214 of the Communications Act for the transfer of control of First Communications LLC ("First") from FirstEnergy to McKinley. The Wireless Competition Bureau placed the application on public notice on November 30, 2004 (DA 04— 3790); to the best of undersigned counsel‘s belief, the International Bureau has not yet placed the application on public notice. By this letter, the Applicants make a minor amendment to the application, as follows. In the Application, the Applicants stated that FirstEnergy would sell to McKinley a 51 percent membership interest in First for $18 million, subject to certain subsequent adjustments. After closing, McKinley would hold a 51 percent ownership interest in First, while FirstEnergy would hold a 14 percent ownership interest. The ownership interest of the remaining shareholder, Boich Investment Group, Ltd. ("Boich"), would remain unchanged. Following further discussion among the Applicants and Boich, the parties have decided that a portion of McKinley‘s ownership interest will come from Boich, and thus that VAOL/GRIFI/56071.1

KELLEY DRYE & WARREN Lur Marlene H. Dortch, Secretary Federal Communications Commission December 8, 2004 Page Two Boich will sell a portion of its ownership interest to McKinley. McKinley will still have a 51 percent ownership interest in First after closing, but that ownership interest will reflect a purchase of a 17.85 percent ownership interest from Boich, and a purchase of a 33.15 percent ownership interest from FirstEnergy. Thus, after closing, Boich will hold a 17.15 percent ownership interest, FirstEnergy will hold a 31.85 percent ownership interest, and McKinley will hold a 51 percent ownership interest. The purchase price of the total 51 percent ownership interest remains the same —— $18 million. The Applicants believe that this change in the ownership structure is a minor amendment to their Application. The fundamental change of control proposed in the Application — from FirstEnergy to McKinley —— remains unchanged, as does the purchase price of the ownership interest and the percentage of ownership interest (51 percent) that McKinley will hold post—close. The only change is in the percentages of ownership interests to be held by the minority shareholders after closing: FirstEnergy will hold slightly more than originally proposed and Boich will hold slightly less. Regardless, both FirstEnergy and Boich will be minority, non— controlling shareholders post—close as originally proposed. As such, the Applicants ask WCB to find that there is no cause to reissue the public notice and restart the comment period. For the convenience of the Commission, the Applicants restate their response to item (h) of Section 63.24(e) of the Commission‘s Rules to reflect the revised ownership interests post—close: (bh) Following consummation ofthe proposed transaction, the following entities will hold a 10 percent or greater equity interest in First: (1) McKinley: McKinley Communications, LLC 134 Sixth Street S.W. Canton, Ohio 44702 Citizenship: U.S. Principal business: investment Percent Equity: 51 percent VAOLI/GRIFJ/56071.1

KELLEY DRYE & WARREN LLr Marlene H. Dortch, Secretary Federal Communications Commission December 8, 2004 Page Three Marbel Investments, LLC holds an 80 percent ownership interest in and control of McKinley and thus will hold a 51 percent ownership interest in First following consummation of the proposed transaction. Marbel is a U.S. citizen whose address is the same as McKinley and whose principal business is investments. Marbel is owned in equal shares by Marsh Belden, Timothy Belden, Susan Belden, and Katherine Belden. The Beldens are U.S. citizens who principal business is investments and whose address is the same as McKinley. The Beldens govern Marbel by majority rule. No other shareholder in McKinley holds a 10 percent or greater ownership interest in First under the FCC‘s ownership attribution rules. (2) FirstEnergy: FirstEnergy Corp. 76 S. Main Street Suite 1600 Akron, Ohio 44308 Citizenship: U.S. Principal business: energy Percent Equity: 31.85 percent No shareholder in FirstEnergy holds a 10 percent or greater ownership interest in First under the FCC‘s ownership attribution rules. (3) Boich: Boich Investment Group, Ltd. 17 S. High Street Suite 1220 Columbus, Ohio 43215—3413 Citizenship: U.S. Principal business: coal Percent Equity: 17.15 percent Wayne Boich, Sr. holds 100 percent of the ownership interest in Boich and thus a 35 percent ownership interest in First under the FCC‘s ownership attribution rules. Mr. Boich is a U.S. citizen whose principal business is coal and whose address is the same as the Boich Investment Group. VAOI/GRIFJ/56071.1

KELLEY DRYE & WARREN Lur Marlene H. Dortch, Secretary Federal Communications Commission December 8, 2004 Page Four McKinley states that following consummation of the transaction, no officer or director of First will also be an officer or director of any foreign carrier. VAOL/GRIFJ/56071.1

KELLEY DRYE & WARREN Lur Marlene H. Dortch, Secretary Federal Communications Commission December 8, 2004 Page Five: a 4 Please contact the undersigned counselif you have any questions regarding this amendment. Sincerely, ce: David Krech Terri Natoli VAOL/GRIFJ/56071.1


Document Created: 2004-12-09 12:32:10
Document Modified: 2004-12-09 12:32:10
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